Tembec Inc. renews Shareholder Rights Plan

MONTREAL, Dec. 13, 2012 /CNW Telbec/ - Tembec Inc. (the "Company") (TSX:
TMB) announced today that its Board of Directors (the "Board") has
approved the renewal of its Shareholder Rights Plan (the "Plan"). The
Plan is subject to acceptance by the Toronto Stock Exchange, and is
also subject to shareholder approval and ratification which the Company
will seek at its Annual and Special Shareholder Meeting, currently
scheduled to be held on January 31, 2013. Subject to shareholder
approval at such annual and special meeting, the Plan would be
effective as of January 31, 2013.

The Plan is designed to encourage the fair treatment of the Company's
shareholders in the event of any take-over bid for the Company's common
shares. It provides the Board with sufficient time to assess and
evaluate any unsolicited take-over bid, and to explore and develop, if
appropriate, alternatives that enhance shareholder value and to give
shareholders adequate time to consider any such transaction.

In connection with the Plan, the Board has authorized the issuance of
one right in respect of each common share of the Company outstanding as
of the close of business on January 31, 2013, and one right will attach
automatically to each common share issued after such date. Each right
entitles the holder of the right to purchase from the Company an
additional common share of the Company at the exercise price, which has
initially been set at CAD$100.00, subject to the terms and conditions
set forth in the Plan.

The rights will become exercisable only when a person, including any
party related to it, acquires or announces its intention to acquire
beneficial ownership of common shares which, when aggregated with its
current holdings, total 20% or more of the Company's outstanding common
shares without complying with the "Permitted Bid" provisions of the
Plan or without the approval of the Board. Following the occurrence of
such exercise event and subject to the terms and conditions of the
Plan, each right would entitle the holder of the right, other than the
acquiring person or any related persons, to exercise their right and
purchase common shares of the Company at a substantial discount to the
market price at that time.

The Plan is not intended to prevent take-over bids. Under the Plan, a
"Permitted Bid" is to be made to all registered holders of voting
shares by way of a takeover bid circular prepared in accordance with
applicable securities laws and must comply with certain other
conditions.

There is currently no proposed or pending unsolicited take-over bid for
the Company of which management is aware.

Tembec is a manufacturer of forest products - lumber, pulp, paper and
specialty cellulose - and a global leader in sustainable forest
management practices. Principal operations are in Canada and France.
Tembec has some 4,000 employees and annual sales of approximately
$2 billion. Tembec is listed on the TSX (TMB).

This press release includes "forward-looking statements" within the
meaning of securities laws. Such statements relate, without limitation,
to the Company's or management's objectives, projections, estimates,
expectations or predictions of the future and can be identified by
words such as "may", "will", "could", "anticipate", "estimate",
"expect" and "project", the negative or variations thereof, and
expressions of similar nature. Forward-looking statements are based on
certain assumptions and analyses made by the Company in light of its
experience, information available to it and its perception of future
developments. Such statements are subject to a number of risks and
uncertainties, including, but not limited to, changes in foreign
exchange rates, product selling prices, raw material and operating
costs and other factors identified in the Company's periodic filings
with securities regulatory authorities. Many of these risks are beyond
the control of the Company and, therefore, may cause actual actions or
results to materially differ from those expressed or implied herein.
The forward-looking statements contained herein reflect the Company's
expectations as of the date hereof and are subject to change after such
date. The Company disclaims any intention to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, unless required by applicable securities
legislation.